"What the heck am I looking at here, Twilight?" I asked my friend/landlord/cultural advisor. Said purple princess was standing off to the side of a large whiteboard in a pose reminiscent of Vanna White. The whiteboard had what looked like a scatterplot on it that was trending upwards. The axis weren't labeled, so I had no idea what it was about.

It was mid afternoon of a sunny late-winter day when she all but hogtied me and dragged me down to her basement/laboratory, claiming she had something important to show me. Odd, considering my next checkup wasn't for another two weeks.

Since the day I was unceremoniously deposited in the middle of Ponyville town square by forces unknown, Twilight Sparkle had taken it upon herself to look after me. This mostly involved keeping a roof over my head, food in my belly, tutoring in the local culture, and occasionally being poked and prodded in the name of science.

It took me a month to get her to cut back on the daily examinations.

"What you are looking at," Twilight said, "are the results of my observations of your personal thaumic potential. As you can see, it has been steadily increasing from near zero," she tapped the leftmost data point a couple times with a marker, then drew a line through the other points, "to here, which is just under the average baseline for a prepubescent pony. From what I can tell from the data available, it look like your body is absorbing Equestria's latent background thaumic field and has been doing so since you've arrived. If this trend continues"

I blinked owlishly. Thanks to Star Trek I think I had an idea of what she was technobabbling about, but I needed confirmation. "Could you repeat that one more time please. In English, preferably?" I asked. It wasn't technically english since I wasn't on Earth anymore, but Twilight knew what I meant. We spent an entire day that first week hashing that one out.

Neither of us came out of that argument with our dignity intact.

Twilight let off a long-suffering puff of air. "In laypony's terms, you're absorbing magic."

I blinked again. "Wait, what?" I responded. "Didn't you say I was completely immune to magic? What was it you called me again? A 'magical wasteland'?"

"I never said you were immune to magic, only that you had no magic," she retorted, crossing her arms under her ample (at least D-cup) breasts. This had the unfortunate (or fortunate) effect of emphasizing her bust. Thankfully for my attention span she was wearing a lab coat.

Un-thankfully, she wasn't wearing pants, leaving her large (by human standards) balls and sheath dangling free.

Yeah, that's probably something I should have mentioned earlier. Turns out that Equestrian ponies are a single-gender species. And unlike the Asari who are all-woman where it counts, ponies are full-blown hermaphrodites. Add to that the fact that clothing is the exception and not the rule, I have definitely seen more furry tits and candy-colored horsecocks than the average person.

Not that clothing doesn't exist here, mind you. It just isn't common outside of a "formal wear" or occupational setting. Even then, from what I have seen at Rarity's shop, what fashion-minded ponies would call formal wear could be charitably labeled as "risque" back on Earth. Needless to say, my face had a semi-permanent blush the entire first month of my stay in Ponyville.

"Is this dangerous?" I asked.

"What do you mean?" Twilight queried, tilting her head like a puppy hearing a new sound.

"I mean, you just told me I'm absorbing magic!" I exclaimed. "How am I absorbing magic? Am I at risk of accidentally bumping into someone and sucking the magic out of them? Am I- what? What's so funny?"

Twilight was shaking with suppressed laughter, causing her boobs to jiggle pleasantly. It took all the self control I had to avoid popping a boner at the sight. She may not have been human, but she was human enough for Kirk so that was good enough for me. Besides, it's not like I haven't had sex with the ponies. More on that later.

"No, silly," she said, reaching over to ruffle my russet-colored hair. "You may be absorbing magic, but not at a rate that is dangerous to those around you. It's mostly from eating our food, breathing our air, and drinking our water. As for how it's affecting you..." Twilight was biting her lip. I could practically hear the hamster wheel turning in her head as she thought about how to properly phrase her next bit. "I want to say that, if it were dangerous for you, we'd have already seen evidence of such. Still, I would like to monitor the situation more closely. Would you mind if we went back to a daily checkup schedule?"

I grimaced, remembering how uncomfortable some of her checkups were. Calling them invasive would've been an understatement Twilight must've seen my expression because she started waving her arms in a placating gesture. "A temporary measure, I assure you. Only for the immediate future," she clarified. "Just until I can figure what, if anything, absorbing magic is doing to you. Should only take two weeks. Three tops."

I thought about it for a moment. "Alright," I said, relenting to the logic. Twilight's examinations may not be comfortable, but in the name of health I can suck it up and bear it. Besides, I didn't want to end up with three extra heads because I was afraid of a little prick.

Twilight's squee of delight was downright adorable, and her hopping around was doing wonderful things to her bust. "Great!" she said after eventually calming down. "Now, if you would kindly disrobe we can get started immediately."

Thirty minutes later, having been thoroughly poked and prodded (with medical instruments, mind out of the gutter please), I finally left Castle Eyesore (protip: do not call it that in front of Twilight. She's downright lethal with that tail). After taking a few minutes to stretch I began my afternoon run.

Health-wise, my arrival in Equestria was probably the best thing that happened to me. Due to a sedentary lifestyle and unhealthy American diet I was a bit of a fat slob back on Earth. It was actually rather simple getting into a workout routine, what with no internet or Television to distract me. I still had a bit of a spare tire, but it was slowly deflating as the days went by.

It was around Sugarcube Corner that I ran into my first hurdle. Not a literal hurdle, the city workers were pretty good at clearing road obstructions. And no, not the wonderful smell of delicious pastries wafting from the diner, no matter how delightful . No, this particular obstacle had pink fur, a slightly chubby frame, and tits the size of my head.

Before I knew it I was being glomped from behind and sent tumbling down the street. Seconds later I was laying on my back with a mare on top of me and a wonderful valley of pink cleavage right in my eyes.

"Hi Pinkie," I said, though with where my mouth was positioned it came out as "Mph Mphmph."

"Hi Ben!" she said, giggling from my unintentional moterboating. "You're running late today. What gives?"

"Twilight happened," I replied after (reluctantly )extricating myself from my padded cell. I took a moment to admire Pinkie's body. She was just a hair shorter than me at six-three. Her breasts were a rather large E-cup, while her ass had just enough padding to be enticing without being unattractive.

Pinkie narrowed here eyes dangerously. I recognized it as her "playful-serious" expression. "Is Twilight turning you into a guinea pig again? DO I need to have another 'talk' with her?"

I shook my head. "No," I said, "something interesting came up in my latest checkup and she brought it to my attention. She wants to perform more frequent examinations until she figures it out. I let her."

Pinkie frowned and her ears folded back. She had just gone from "playful-serious" to "serious-serious" (her words, not mine). "Are you sure about this" I know how much you don't like Twilight's exams."

I simply smiled and patted her head right between her ears, causing the fuzzy little things to perk right up. "I'm a big boy, I can take it," I assured her. "Besides, it's only for a few weeks."

Pinkie Pie perked right back up. "Okay!" she said before glomping me again, holding me tight before whispering in my ear. "Just remember, if you ever feel super duper stressed out again, my bed is always open for you!" With that said she zoomed off in a cloud of dust, probably back to her job.

Yes, Pinkie and I have had sex. Hell, she was my first pony. One day, about three months into my stay in Equestria, I was sitting in a booth at Sugarcube Corner, nursing a cup of coffee and, to be perfectly honest, sulking a bit. I was stressed out and had just gotten into a shouting match with Twilight over something so trivial that I have since forgotten what it was about.

Hell, I don't even know how it happened really. One moment I'm taking a sip of coffee, the next I'm in Pinkie's room, sitting on her bed with my pants around my ankles and coffee mug still in hand while Pinkie is on her knees (an impressive feat considering a pony's leg structure) and working my shaft like a pro. I was so shocked at what was happening that I don't even think my brain understood what was going on until I came right in her mouth. I tried to apologize, but Pinkie just waved it off like it was no big deal, then swallowed my load in one big gulp.

I was immediately ready for round two, which I was much more involved in.

Turns out Pinkie Pie was pretty casual about sex. That day, she noticed that I was in a bad mood and decided that the best way to cheer me up was to take my mind off my problems Her exact words were "Let Auntie Pinkie Pie help you forget all your worries." Credit to her, it worked like a charm. I still wasn't at a hundred percent, but my mood definitely improved. Since then we've hooked up a couple more times, but it was never anything serious. Heck, she even introduced me to a few more mares that were interested. So glad I don't have to worry about the pitter-patter of little hooves.

Yes, I asked, and Twilight checked.

Back from memory lane, I chuckled to myself before turning back to my route and setting off once again.

The next landmark on my route was Town Hall in the middle of downtown Ponyville, right across from the Market. Mayor Mare was headed out the door, so I waved to her on my way by. Funnily enough, the Mayor is one of the few ponies of Ponyville that wears clothing on a regular basis. Granted it's just a collar and ascot, but it's still a sight more than the rest of the nudists.

I skirted around the Market to avoid the crowds. Out of the corner of my eye I see Applejack's big (and I do mean BIG) sister Macintosh working the apple stall. I swear that mare terrifies me. It's irrational, I know, but something about her scares me despite constant reassurances she wouldn't harm a fly. Maybe it's because she's one of the few ponies I had to look UP to look her in the eye (I'm six foot four, she's a full head taller than me), maybe it's the muscles that looked like they could crush coal into diamonds.

Maybe it's because I once walked in on her stroking what had to be the second-biggest dick I had ever seen (eighteen inches, I later found out) and gave me a look like she wanted to introduce me to it.

Anyways, I hurried along past the market before I could be spotted by the Red Menace. Next on my route was Carousel Boutique, where I carefully avoided looking at the window display. Remember how I said pony fashion could be charitably called risque? Back on Earth they would've been considered pornographic. Most of the dresses Rarity had on display were proof enough. Most of them left either one or both breasts hanging free, and some even exposed the crotch area. Rarity once explained to me that fashion was about putting one's natural beauty on display, not covering it up. Maybe it's just me being male, but I didn't fully understand it, and I still turn red in the face after seeing some of her dresses.

It didn't help that her mannequins were... anatomically correct.

Out of the corner of my eye I saw a purple and green blur come out of Rarity's front door, and couldn't help but grin as I slowed my pace to a light jog. Sure enough, I was joined by the person who was probably my best friend in Ponyville. We had a lot in common, let me tell you. Namely a love of comic books, sci-fi, and bad movies. Oh, and that we were the only two males within hundreds of miles, but that was a distant fourth.

"Hey Ben," Spike greeted me.

"Hey Spike," I puffed. I may be in better shape than when I started, but I still have trouble running and talking at the same time. I slowed down even more to a fast walk. "How's it hangin'?"

"Oh, pretty good," he replied, not having any trouble at all. Sure, he only just started, but the kid had some serious stamina despite his pudginess. Even on my best day he could run circles around me without even trying. "Rarity and I just got back from gem hunting. Had a pretty sweet haul, too." With that he pulled out a perfectly cut sapphire and tossed it in his mouth. Where he pulled it out of I have no idea since he, like the rest of Ponyville, wasn't wearing any clothes. His nudity never really bothered me since his bits were hidden away and the only thing that showed was a little slit that you had to actually look for to see.

Don't tell him I said this but I thought he was a girl when we first met. Three days later I accidentally walked in on him in the bathroom taking a leak. Now that was awkward.

"So that's where you've been all day," I said, giving him a smirk. Same old Spike, always an excuse to spend time with his girl. Hopefully he manages to woo her someday, after all he's put up with just by being around her. Rarity could be a cocktease at times, but I don't think she ever meant it. "Just so you know, Twilight asked me to keep an eye out for you. Said something about needing help for a project." I neglected to mention that the project was me. No real reason, but he'd find out soon enough.

"Whoa, better head home then before Twilight burns it down, then. See ya!" Spike then turned tail and ran back the other way. I instead sped back up and continued onwards

My route had taken me into the outskirts of town and I was starting to feel winded. Luckily, I was nearing the halfway point of my run and could stop for a short rest soon. I crossed a cobblestone bridge leading out of Ponyville proper and turned off the road. Not far off the path was a small hill with an old oak tree on top. The tree made for an excellent landmark since it was exactly a mile away from Twilight's castle.

The hill had a gentle slope that was easy to climb no matter how winded I was. I stopped, plopped my ass on the ground, and leaned back against the oak while panting for air like a dog. Par for the course, really, though I am getting better. Back when I started I couldn't make t this far without several breaks. Now I can run a mile in ten minutes flat on a bad day. On a good day I can almost break the nine minute mark.

After a two minute rest my breathing had returned to normal and I felt like I could continue my run. I didn't though, deciding to chill for a bit instead. It was a beautiful day out and I just wanted to take it in for a minute. Despite being winter it was only slightly chilly out. Twilight let me know the other day that something called Winter Wrap Up was going to happen soon. She didn't give me any details, only telling me to be ready. Thankfully Spike filled me in on the whole song and dance (with a literal song and dance number). If I hadn't already seen pegasi pushing storm clouds around I'd have thought he was pulling my leg.

I was about to get back up and continue running when, suddenly, I heard something. It was faint, almost imperceptible, but I could barely make out a slight rustling in the branches above me not caused by the wind. It could only be one thing; a predator was stalking her prey.

"BANZAI!" came the cry from above as the wannabe ninja pegasus plowed into me, sending us both tumbling down the hill. I twisted and turned in her grip, and managed to get her in a bearhug just before we reached the base of the hill. I grinned, this was the first time I had ever been able to turn the tide on my assailant since she started her random sneak attacks. We came to a stop a few feet from the road with me atop my opponent, looking down at-

"Hello Rainbow Dash."

The prismatic mare laughed in good humor. For once, she was wearing clothing, namely her Wonderbolt uniform. The blue unitard emblazoned with yellow lightning bolts actually covered her entire body. Although, it has to be said, as skin tight as it was it left very little to the imagination. It was almost like a second skin, leaving every detail visible. And I do mean every detail; from the round form of her c-cup breasts, the shape of her sheath, all the way down to the outline of her pussy lips. Trust me, I've looked.

"S'up dude. How've you been?" she asked while pushing me off her, knocking me on my ass.

"Pretty good," I replied as I picked myself up and dusted off my pants. "Mostly keeping myself busy. Been waiting for you to get back so we can continue with my training."

Once I'd made my intention to lose weight and get in shape known, Rainbow had immediately volunteered to be my personal trainer, and boy let me tell you she took that job seriously. I thought she was trying to kill me by running me through a workout routine that would have the most zealous fitness nut throwing in the towel. Then day four rolled around and it was much, much easier. Turns out there was a method to her madness. Not knowing what method would work best on me, she had run me through as many exercises as she could think of just to see how I could handle it, then use what worked for the real training. It was still challenging, though, but only enough to push my limits, not break my spirit.

"Well, dude, I hope you're ready, because I've got a good routine ready for you. But it's gonna have to wait a few days."

I tried not to look too disappointment. No, really, I did. Rainbow might've been a tough trainer, but she always found ways to vary the routine up to make it fun. Like that time she taught me pegasus martial arts. Now, I know what you're thinking, hell, I was thinking it too, but it turns out that the pegasus equivalent of krav maga doesn't involve using their wings. Apparently the ponies who created it assumed that any opponent worth their salt would attempt to disable their wings, so they learned to use their natural speed and agility on the ground instead.

Rainbow must've seen the look on my face and hastily made a placating gesture. "Relax, dude, I just have to take care of some Wonderbolt business for Spitfire." The look on her face suddenly turned very sly. "Besides, I've got a surprise for you."

My interest was immediately piqued. "Really? What is it?"

"Can't tell you," she said, although her horrible poker face was starting to show. "All I can tell you is that you'll know it when you see it."

"Aww." I tried giving Rainbow Dash the puppy-dog eyes look. It was not very effective. The only effect was making her roll over with laughter.

"That only works for fillies, dude. Gotta up your cuteness factor by at least thirty percent before you can pull off adorable."

"Horseapples," I swore indignantly, though my heart wasn't in it. "So, you able to hang out a bit? I could use a running partner."

Rainbow simply grunted in annoyance. "Wish I could, but I gotta get to Town Hall before the mayor leaves. Then I gotta do... other stuff. Catch you later!" With that, she sped off at half speed (which is just under the sound barrier for her) towards downtown. If only she had waited a second I could've told her that Mayor Mare had already left. Would've saved her the trip.

Though I did notice her being uncharacteristically dodgy about her other errand.

After my encounter with Rainbow Dash I headed back to Twilight's castle, which has pretty much become my home. The journey back was nothing special, just me waving to a few acquaintances along the way. I did have to make a detour to avoid Derpy while she was hauling a wagon loaded down with various odds and ends. Not that I didn't like her, just the opposite in fact. Sshe's just very clumsy and, after nearly getting beaned by a falling anvil, I've learned to avoid her while she's carrying anything heavier than a stack of papers.

Anyways, once i was back home, I checked in with Twilight, helped Spike clean up around the place and cook dinner, and just generally chilled. Twilight did give me an update, though. Not much of one, it basically boiled down to "No progress yet, still too soon." Not like I was expecting anything, really. Twilight's good, but she's not THAT good.

At around eleven that night I decided to turn in and went up to my room. It was a fairly modest room, not much bigger really than my bedroom back on Earth, but it was well furnished. A wood (mahogany!) writing desk sat in the corner, next to which was a bookshelf filled with a few personal picks from the library downstairs. The bed was the best part. Queen sized, fitted with luxuriously soft silk sheets and more pillows than you could shake a stick at, and a Rainbow Dash lounging seductively on it.

Yeah, I should've seen that coming. "So this is the big surprise, huh?"

"Oh, like you don't love it," she replied, trying (and failing) at a seductive tone. It just didn't work too well with her raspy voice She was right of course, Rainbow was awesome in the sack. We first had sex when she used it as a reward for reaching my fitness goal one month. Since then it evolved into something resembling an actual relationship, although I still wouldn't call us boyfriend-marefriend. Fuck buddies would be close, but not quite right.

Rainbow Dash had a fantastic body (her words, not mine). She was slim, a bit of a runners physique, although she had curves where it counted. Her c-cup tits were capped by a dark-blue areola the same color as her penis (and lower lips, it's gotta be said), and her ass was just fine; muscular but with a thin cushioning layer of fat. Her fourteen-inch cock was in that half aroused state you'd see some ponies sporting around town; dangling out of her sheath at full length but not yet hard, although it was growing more turgid by the second. Honestly, after almost a year, horsecocks started not being a turnoff. Guess exposure therapy really works.

"So, how do you want to do this?" I asked as I started shedding my clothes. However, I had a good hunch on what she wanted.

Rainbow Dash grinned as she got up and bent over my bed, shaking her tight ass and flipping her tail out of the way to show off her dripping blue pussy "You know how I like it, big guy. Fast and hard!"

I couldn't help but grin at her praise as my cock got hard. Eight inches, while well above-average for a human, was pretty small compared to a pony's tool (average of thirteen inches). Rainbow Dash didn't care, and I was willing to let her stroke my ego a bit.

I approached her casually. She may have wanted it fast, but I felt like teasing her a bit. When I reached her I grabbed her hips . She moaned softly as I rubbed her surprisingly sensitive cutie mark before wiggling a bit. I shifted my grip a bit further, closer to her trim waist and rubbed the tip of my cock against her wet lips, spreading her mare juices around. Not that I needed to, she was soaked back there. I waited patiently until a heard a faint whining noise, signalling that she was more than ready for me. I pushed my hips forward, hilting myself in one stroke

Yes, our balls touched. No, it was not gay.

Neither was it gay when I reached over and began stroking her cock. The reach-around is just common courtesy.

More ready than ever, I slowly pulled out until only the head of my cock remained inside Rainbow's pussy, and then swiftly thrust my length back in, all while simultaneously massaging her own blue length. It was a complex maneuver, one that required supreme coordination to keep up for long. Luckily for me-

"AAAAaaaahhhnnn."

Rainbow Dash was a bit of a hair trigger. Her cock pulsed as she spurted out over a pint of cum against my bed frame, some of it splattering back to hit us as well.

As her orgasm petered out, one splatter landed right on my hand. Releasing her cock I raised it up to my face as if to inspect it, and then licked it clean. Ok, that was kinda gay, but fuck it. She tasted like strawberries. I liked strawberries.

Now, that one time I gave her a blowjob, that was super-gay.

Rainbow Dash was panting. I slowed down, allowing her to catch her breath before we continued. It took a minute, but her semi-flacid cock was beginning to make a rebound. "You good?" I asked, just to be sure.

"Yeah dude," she replied as she pulled off my shaft. "C'mon and sit down. This is your surprise, you shouldn't be doing all the work."

Well, who am I to deny a request like that? I found a somewhat dry pot to sit down in and Rainbow turned around and plopped right into my lap. In my experience Ponies preferred doing it from behind. My guess, their non-plantigrade leg structure made missionary uncomfortable after a while.

Not that I was complaining, mind you. Nor was I complaining about Rainbow Dash's aim as she hilted me in one smooth motion. She sat there in my lap, savoring the moment I guessed, before she started bouncing on my shaft. I reached up and grabbed her boobs, one in each hand. One thing I've noticed about Rainbow is that her tits are sensitive I squeezed them on each downswing, pinching her nipples in between my middle and ring fingers in the process.

I was nearing my limit, and Rainbow Dash wasn't far behind. However, the rythmic contractions of her canal would definitely push me over the edge first unless I did something drastic. With nothing to lose I let go of her right breast and instead pinched the medial ring of her cock.

That did it. Rainbow cried out in bliss and planted her ass in my lap, her canal convulsing around my length and her cock pulsing with cum. It was enough for me and I released inside her. Rainbow definitely got some distance out of her cumshot. Some of it splattered against the far wall.

We were both breathing heavily. Rainbow's cock was making a full retreat into her sheath as mine limply fell out of her pussy. She caught her breath first, and used the opportunity to lean back and kiss me on the cheek. I simply blushed. Rainbow didn't show affection that often, but it always counted when she did.

Nothing more needed to be said. We were both spent for the night. Rainbow Dash got up and climbed into bed, leaving me just enough room to lay down as well. I rolled over, and Rainbow snuggled up right behind me. Sure, being the little spoon left my ass exposed to her cock, but I didn't care anymore.

Pleasently tired, we both drifted off to sleep.

I awoke the next morning feeling... off. No, not sick, but something just felt hinky and I couldn't put my finger on what.

Rainbow Dash was still asleep if her light snoring was any indication, her arms rapped around me. She had a definite case of morning wood, her hard dick going between my legs and out the front, her medial ring resting on my balls. That wasn't the problem, this was usually how I woke up with Rainbow.

Then Rainbow squeezed my chest.

Ok, that felt weird. For one, my chest was never that sensitive. For two, That didn't feel like my chest. It felt like something was jutting out.

I looked down, and my eyes widened at what I saw. Rainbow Dash's hand was groping a pair of lovely double-d sized breasts, pale colored and blemish free. And they were attached to me. My brain encountered a system error. I couldn't believe what was before my eyes. Then Rainbow Dash squeezed again and forced my brain to reboot.

I think they heard my screaming all the way in Canterlot.

Author's Notes:

Mus: "Bet you can't write a clop fic."

me: "Hold y beer."

Welp, here it is, my first ever clop fic. As you can probably tell, this chapter is mainly setting the scene. I could've started when our protagonist first landed in Equestria, but as Yahtzee once said, "When telling a story ask yourself this. Is this the most interesting moment in your character's life? If not, then why aren't you telling me THAT story?"